Website Compliances under the Companies Act, 2013

By CA Prashant Kumar Dutt

The Companies Act, 2013 and the Companies Rules, 2014 do not mandate a company to maintain a website. However, upon happening of certain prescribed events, it provides for certain disclosures to be made mandatorily on the website of the company, if any website is maintained by the said company. In some cases, the “if any” option is not available to the company concerned under the Act. For companies whose equity is listed, SEBI has made it mandatory as per the equity listing agreement to maintain a functional and updated website with effect from April 2011.

The following are the disclosures prescribed under the said Act & Rules.

Information Pertaining to Registered Office [Section 12(3)(c)]

Every Company must get its website address, if any, printed on its letterheads, business letters, billheads, letter papers and in all its notices and other official publications.

Change of Object for raising money through Prospectus [Section 13(8)(i)]

A company which has raised money by issuing prospectus and has still some unutilised amount of the money so raised, shall not change its objects for which it raised money through the prospectus unless a Special Resolution is passed by the company. The details of such a resolution as may be prescribed shall be published on the Website of the company, if any, indicating there in the justification for such change.

Unpaid Dividends [Section 124(2)]

A company after transferring the amount of unpaid dividends to a separate bank account of “Unpaid Dividend Account” will have to prepare a statement containing the shareholder’s names, their last known addresses, and the unpaid dividend to be paid to them on the company’s Website, if any.

Corporate Social Responsibility [Section 135(4)(a)]

The Board of every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year, shall after taking into account the recommendations made by the Corporate Social Responsibility Committee, approve the Corporate Social Responsibility Policy for the company and disclose contents of such Policy in its report and also place it on the company’s website, if any, in such manner as may be prescribed under the Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 20I4

Placing of financial statements and other documents of a listed company on the website [Section 136(1)(a)]

A listed company shall also place its financial statements including consolidated financial statements, if any, auditor’s report and all other documents required by law to be attached thereto, on its website, which is maintained by or on behalf of the company. The third proviso to this section provides that every company having a subsidiary or subsidiaries shall publish separate audited accounts in respect of each of its subsidiary on its website, if any.

Vigil Mechanism in Audit Committee for Listed Companies and other Prescribed Companies [Proviso to Section 177(10)]

The vigil mechanism under sub‐section (9) of Section 177 pertaining to setting up of an Audit Committee shall provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. Provided that the details of establishment of such mechanism shall be disclosed by the company on its website, if any, and in the Board’s report.

Compromises, Arrangements and Amalgamation [Proviso to Section 230(3)]

A notice of meeting ordered by the Tribunal for the purpose of Compromise and Arrangements must be served upon the Creditors or class of Creditors, Shareholders or Debenture holders and other members. Such notice should also be published on the Website of the Company, if any.

Code for Independent Directors [Schedule IV (IV)(6)]

The terms and conditions of appointment of independent directors shall also be posted on the company’s website

Notice of candidature of a person for directorship [Rule 13(2) of the companies (Appointment and Qualification of Directors) Rules, 2014]

The company shall, at least seven days before the general meeting, inform its members of the candidature of a person for the office of a director or the intention of a member to propose such person as a candidate for that office ‐ by placing notice of such candidature or intention on the website of the company, if any

Notice of resignation of director [Rule 15 of the Companies (Appointment and Qualification of Directors) Rules, 2014]

The Company shall within thirty days from the date of receipt of notice of resignation from a director, intimate the Registrar in Form DIR‐12 and post the information on its website, if any.

Form and particulars of advertisement or circulars [Rule 4(3) of the Companies (Acceptance of Deposits) Rules, 2014]
Every company inviting deposits from the public shall upload a copy of the circular on its website, if any.

Variation of terms of contracts referred to in the prospectus or objects for which prospectus was issued [Rule 7(3) of the Companies (Prospectus and Allotment of Securities) Rules, 2014]

The notice shall also be placed on the web‐site of the company, if any.

Other compliances for conversion of section 8 companies to any other kind [Rule 22(1)(b) of the Companies (Incorporation) Rules, 2014]
The Company shall, within a week from the date of submitting the application to the Regional Director, publish a notice at its own expense, and a copy of the notice in Form No. INC. 19, shall be sent forthwith to the Regional Director and the said notice shall be published on the website of the company, if any, and as may be notified or directed by the Central Government.

Change of objects for which money is raised through prospectus [Rule 32(3) of the Companies (Incorporation) Rules, 2014]
Where there is change of objects for which money is raised through prospectus, a notice shall also be placed on the website of the company, if any pertaining to the same.

Closure of register of members or debenture holders or other security holders [Rule 10(1) of the Companies (Management and Administration) Rules, 2014]
A company closing the register of members or the register of debenture holders or the register of other security holders shall give at least seven days previous notice and in such manner, as may be specified by Securities and Exchange Board of India, if such company is a listed company or intends to get its securities listed, by advertisement at least once in a vernacular newspaper in the principal vernacular language of the district and having a wide circulation in the place where the registered office of the company is situated, and at least once in English language in an English newspaper circulating in that district and having wide circulation in the place where the registered office of the company is situated and publish the notice on the website as may be notified by the Central Government and on the website, if any, of the Company.

Notice of meeting [Rule 18(3)(ix) of the Companies (Management and Administration) Rules, 2014]
The notice of the general meeting of the company shall be placed on the website of the Company, if any.

Voting through electronic means [Rule 20(3)(ii) of the Companies (Management and Administration) Rules, 2014]
The notice of voting through electronic means shall also be placed on the website of the company, if any and of the agency forthwith after it is sent to the members

Rule 20(3)(xiv) of the Companies (Management and Administration) Rules, 2014
The results declared along with the scrutinizer’s report shall be placed on the website of the company and on the website of the agency within two days of passing of the resolution at the relevant general meeting of members;

Procedure to be followed for conducting business through postal ballot [Rule 22(4) of the Companies (Management and Administration) Rules, 2014]
The notice of the postal ballot shall also be placed on the website of the company forthwith after the notice is sent to the members and such notice shall remain on such website till the last date for receipt of the postal ballots from the members.

Rule 22(13) of the Companies (Management and Administration) Rules, 2014
The results shall be declared by placing it, along with the scrutinizer’s report, on the website of the company.

Special notice [Rule 23(3) of the Companies (Management and Administration) Rules, 2014]
Where it is not practicable to give the notice in the same manner as it gives notice of any general meetings, the notice shall be published in English language in English newspaper and in vernacular language in a vernacular newspaper, both having wide circulation in the State where the registered office of the Company is situated and such notice shall also be posted on the website, if any, of the Company.

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